GRANT OF MANDATE Sample Clauses

GRANT OF MANDATE. 2.1 The Mandated Lead Arrangers are hereby appointed as exclusive arrangers and bookrunners of the Facility and the Underwriters are hereby appointed as exclusive Underwriters of the Facility. 2.2 Shanghai Pudong Development Bank Co., Ltd. confirms that it is willing to act as Facility Agent on the terms set out in the Facility Agreement. 2.3 Ping An Bank Co., Ltd. confirms that it is willing to act as Security Agent on the terms set out in the Facility Agreement and the Intercreditor Agreement. 2.4 Unless and until this Commitment Letter terminates in accordance with the terms of this Commitment Letter and, subject to paragraph 12.2, you shall ensure that none of you, any other Obligor, any Group Member, any Shareholder or any Affiliate of any of the foregoing appoints, or awards any title to, any person (other than the Mandated Lead Arrangers and the Underwriters) in connection with arranging and/or underwriting the Facility or any other financing to fund the Acquisition (or any part thereof) without our prior written consent. Except as otherwise provided in the Underwriting Documents, no fees or compensation in connection with the Facility or any other financing to fund the Acquisition shall be payable to anyone without the prior written consent of the Mandated Lead Arrangers.
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GRANT OF MANDATE. 3.1. The Seller hereby grants to the Agent for the period of 90 (Ninety) business days commencing from the date of signature hereof and terminating at 4 p.m. 90 (Ninety) business days following signature by the Seller (“the mandate period”) a sole and exclusive mandate to offer the Property for sale by Auction or by Private Treaty, substantially in accordance with the Swindon Property Services Terms and Conditions of Sale (the “Rules of Auction”) or Swindon Property Services Agreement of Sale, which the Seller hereby declares himself to be fully acquainted with. A copy of the Conditions of Sale which is available on the Auctioneer’s website at xxx.xxxxxxx.xx.xx 3.2. In the event of the Auction date being postponed, the above mandate will be extended for a period of 30 (Thirty) business days after the date of the last agreed Auction date, whichever is the later. 3.3. Upon expiry of the mandate period or a valid sale of the Property being concluded, whichever occurs first, this Agreement will automatically lapse and subject to 7 hereunder be of no further force of effect whatsoever.
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GRANT OF MANDATE. 2.1 Subject to paragraph 2.2 below, the Mandated Lead Arranger is hereby appointed as exclusive arranger and bookrunner of the Facility and the Underwriter is hereby appointed as exclusive underwriter of the Facility. 2.2 Subject to the mutual agreement of the Mandated Lead Arranger, the Underwriter and the Borrower, the parties hereto may jointly appoint up to two (2) additional mandated lead arrangers and underwriters to participate in the Facility, and the parties agree to make such amendments to the Underwriting Documents as are necessary to reflect the additional parties to the Underwriting Documents. If the Underwriter transfers any portion of its commitment under the Facility prior to the Closing Date and if the transferee defaults in its obligation to provide its pro rata share of a utilisation, then the Underwriter agrees to provide (in addition to any portion of its commitment it has not transferred) the amount by way of utilisations of the Facility that the defaulting transferee was obliged to provide up to the amount that the Underwriter had transferred to such transferee. 2.3 China Merchants Bank Co., Ltd. (招商银行股份有限公司) confirms that it is willing to act as Facility Agent and Security Agent on the terms set out in the Facility Agreement. 2.4 Unless and until this Commitment Letter terminates in accordance with the terms of this Commitment Letter and subject to paragraph 2.2 above, you shall ensure that no Buyer Group Member appoints, or awards any title to, a third party in connection with arranging and/or underwriting the Facility without our prior written consent (other than as to arranging and underwriting the SPV2 Facility which shall be governed by the SPV2 Underwriting Documents). Except as otherwise provided in the Underwriting Documents, no fees or compensation in connection with the Facility or any other financing to fund the Merger shall be payable to anyone without the prior written consent of the Mandated Lead Arranger.
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GRANT OF MANDATE. 2.1 The Mandated Lead Arranger is hereby appointed as exclusive arranger and bookrunner of the Facility and the Underwriter is hereby appointed as exclusive underwriter of the Facility. 2.2 Unless and until this Commitment Letter terminates in accordance with the terms of this Commitment Letter, you shall ensure that none of you, any other Obligor, any Group Member, any Shareholder or any Affiliate of any of the foregoing appoints, or awards any title to, any person (other than the Mandated Lead Arranger and the Underwriter) in connection with arranging and/or underwriting the Facility or any other financing to fund the Acquisition (or any part thereof) without our prior written consent. Except as otherwise provided in the Underwriting Documents, no fees or compensation in connection with the Facility or any other financing to fund the Acquisition shall be payable to anyone without the prior written consent of the Mandated Lead Arranger. It is agreed that the references in this paragraph 2.2 to “any other financing to fund the Acquisition” shall not apply to (i) any amounts loaned to the other Shareholders (or entities controlled by them) by SINA Corporation, (ii) any amounts paid by SINA Corporation under the Contribution Agreement/Share Exchange and Option Agreement to be entered into in connection with the Acquisition, (iii) any amounts loaned by the Target or its Subsidiaries to the Shareholders (or entities controlled by them) in connection with the Acquisition, or (iv) any amounts to be made available for the purposes of the Acquisition by the Shareholders (or entities controlled by them).
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GRANT OF MANDATE. 2.1 The Mandated Lead Arranger is hereby appointed as exclusive arranger and bookrunner of the Facility and the Underwriter is hereby appointed as exclusive Underwriter of the Facility.
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Related to GRANT OF MANDATE

  • Grant of Licence 2.1 XXXXX, subject to the Licensee complying with the terms of the Agreement, grants the Licensee a Licence to Perform, or permit to be performed, any of the Works of Music for the time being in XXXXX’s Repertoire, at the Premises. 2.2 The Licence is a ‘blanket licence’. The Licensee is therefore entitled to, at the Premises and during the period that the Agreement is in force, perform any of the Works of Music in XXXXX’s Repertoire. The licence fee is payable irrespective of whether the Licensee elects to Perform XXXXX’s Repertoire or not.

  • Grant of Licenses (a) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Domain Names in connection with the Business during the Term. Except as provided in Section 2.3, Licensee’s use of the Licensed Domain Names under the terms of this Agreement shall be free of any fees. (b) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement. Except as provided in Section 2.3, Licensee’s use of the Licensed Content under the terms of this Agreement shall be free of any fees. (c) Notwithstanding anything in this Agreement to the contrary, Licensee has no right to sublicense any rights granted hereunder to any third party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee’s Affiliates that are controlled by SINA Leju solely for the purpose of operating the Business during the Term. All rights in and to the Licensed Domain Names and Licensed Content not expressly granted herein are hereby reserved exclusively by Licensor. Licensee shall be responsible for the compliance of the terms and conditions of this Agreement by all of its sublicensees. Without limiting the foregoing, in the event any sublicensee undertakes any action (or inaction) that would be deemed a breach of this Agreement had Licensee taken such action (or inaction), such action (or inaction) shall be deemed a breach by Licensee under this Agreement.

  • Appointment of Manager Owner hereby engages and retains Manager as the manager and as tenant coordinating agent of the Properties, and Manager hereby accepts such appointment on the terms and conditions hereinafter set forth; it being understood that this Management Agreement shall cause Manager to be, at law, Owner’s agent upon the terms contained herein.

  • Appointment of Managers With effect from the day and year stated in Box 4 and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the Managers of the Vessel.

  • Engagement of Manager Commencing on the Effective Date, the Owner hereby appoints, retains and authorizes the Manager, and the Manager hereby accepts and agrees, to perform the Management Services and Operating Services (collectively, the “Services”) during the Term at all times in accordance with the terms and conditions set forth in this Agreement.

  • Grant of License During the term of this Contract: a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier. b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell.

  • Grant of Irrevocable Proxy; Appointment of Proxy (a) Seller hereby irrevocably grants to, and appoints Willxxx X. Xxxxxx xxx Richxxx Xxxxxxxxx, xx either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares in favor of the Merger and otherwise as contemplated by Section 1.2. (b) Seller represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the irrevocable proxy set forth in this Section 1.3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

  • Grant of Power of Attorney Contributor does hereby irrevocably appoint the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "Attorney-in-Fact") as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, without limitation, the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership Interest), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could Contributor if personally present and acting. Further, Contributor hereby grants to Attorney-in-Fact a proxy (the "Proxy") to vote Contributor's Partnership Interest on any matter related to the Formation Transactions presented to the partners of any of the Partnerships for a vote, including, but not limited to, the transfer of interests in any of the Partnerships by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Contributor agrees that, at the request of the Operating Partnership, it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6, such execution to be witnessed and notarized. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

  • Replacement of Manager If at any time after any Action is brought the Manager settles the Action on a basis that results in the settlement of such Action against it and fewer than all the Underwriters (whether or not such settlement complies with Section 9.7 hereof), the Manager will, at such time, for purposes of Sections 9.3, 9.4, 9.5, 9.6, and 9.7 hereof, cease to be the Manager. The non-settling Underwriters will, by vote of holders of a majority of the Underwriting Percentage of such non-settling Underwriters, select a new Manager, which will become the new “Manager” for all purposes of Sections 9.3, 9.4., 9.5, 9.6, and 9.7 hereof as well as this section; provided that the non-settling Underwriter(s) with the largest Underwriting Percentage will act as Manager until such vote occurs and a new Manager is selected. 4 Notwithstanding such a settlement, the Manager and the other settling Underwriters will remain obligated to the non-settling Underwriters to assist and cooperate fully, in good faith, and at their own expense, in the defense of any Actions, including, without limitation, by providing, upon reasonable request of any non-settling Underwriter, and without the necessity of court process, access to or copies of all relevant records, and reasonable access to all witnesses under control of the Manager or the other settling Underwriters, for the purpose of interviews, depositions, and testimony at trial, subject in each case to the applicable legal and procedural obligations of such Manager and such other settling Underwriter. In addition, if at any time, the Manager is unwilling or unable for any reason to assume or discharge its duties as Manager under the applicable AAU, whether resulting from its insolvency (voluntary or involuntary), resignation or otherwise, to the extent permitted by applicable law, the remaining Underwriters will, by vote of holders of a majority of the Underwriting Percentage of such Underwriters, be entitled to select a new Manager, which will become the new Manager for all purposes under this Agreement. 5 Notwithstanding the foregoing, a Manager replaced pursuant to this Section 9.9 shall continue to benefit from and be subject to all other terms and conditions of this Agreement applicable to an Underwriter.

  • Grant of Proxy Should the provisions of this Agreement be construed to constitute the granting of proxies, such proxies shall be deemed coupled with an interest and are irrevocable for the term of this Agreement.

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